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NAMI Rhode Island Annual Meeting May 24

Members and friends of NAMI Rhode Island are invited to attend the Annual Meeting on Wednesday, May 24, at 5 pm, at the Central Congregational Church, 296 Angell Street, Providence, RI. A light dinner will be served.

Please rsvp by May 22 to Executive Director Cindy Elder at cindy.elder@namirhodeisland.org or 401-331-3060.

The evening will feature election of the new directors to the NAMI Rhode Island Board of Directors, approval of the bylaws, a review of the past year and our goals for the year ahead, a special presentation by NAMI members and supporters Cindy and John Duncan of Harvest Acres, and presentation of awards.

The slate of nominees for new three-year terms on the NAMI Rhode Island Board of Directors includes:

Marcia Boyd (current member, term expiring 2017)
Marcia Boyd lives in Narragansett and has an elder law, trusts and estates law practice based in Wakefield, RI. She is a past president and a current board member of NAMI RI and is now chair of the Advocacy Committee. She has an extensive background in not for profit governance, having served on several local, state and regional boards of directors. She previously worked on legislative advocacy in New York State when a board member of the Rochester NY NAMI affiliate, before moving back to her native Rhode Island in 2010. Marcia has several family members with serious and persistent mental illness. She enjoys NAMI involvement because it is a way to help advocate for improvements in the mental health system and provide support and education for persons with mental illness and their families.

Steve Duryea (new member)
Steve Duryea is a graduate of Providence College in Business Management and currently the Senior Philanthropic Officer at Providence College. Steve had an extensive career in sales prior to his current role at Providence College. Steve’s personal experience with depression in his family has brought him to understand the value of NAMI’s programs and he is committed to helping support and expand NAMI’s programs through sharing his skills in building community relationships and fundraising.

Stephen Garfinkel (current member, term expiring 2017)
Stephen Garfinkel graduated from Providence College in 1965 with a degree in Accounting and a commission in the U.S. Army. After serving two years in the Army, Steve returned to Rhode Island where he married his wife, Joan, and began his career as a C.P.A., eventually forming the firm of Lefkowitz, Garfinkel, Champi, and DeRienzo. Stephen has two sons. Stephen has been active with mental health issues for more than thirty years and is a past President and Treasurer of NAMI of Washington County and a past Treasurer and board member of South Shore Mental Health Services. Stephen was the 2014 recipient of the annual Bell Award presented by the Mental Health Association of Rhode Island.

Eliza Vorenberg (new member)
Eliza Vorenburg is currently the Director of Pro Bono and Community Partnerships and the Director of the Pro Bono Collaborative at Roger Williams University Law School. Eliza is a graduate of Bryn Mawr College and Columbia School of Law. She has extensive experience in litigating employment and civil rights actions, investigating complaints of discrimination and assisting low-income and at risk clients. Prior to law school, Eliza was a housing and benefits advocate in Boston where she help establish a unit focusing on homelessness. Eliza’s interest in working to support NAMI as a board member stems from both her personal proximity to mental illness in both her and her husband’s families as well as her experience with mental illness in her professional work assisting Rhode Island’s low-income and vulnerable population.

Maximo Zapata (current member, term expiring 2017)
Maximo Zapata is currently an instructor and manager of the Expertise Driving School. For over twenty years he has been active in the community as a bilingual community outreach worker and concerned with the well-being of individuals and groups on social and health issues. He has served on the NAMI RI board of directors since 2006. Maximo’s engagement with NAMI has helped him acquire the tools of better understanding and knowledge for his own struggle with depression and anxiety and see his membership on the board as a way of extending that knowledge and understanding to others.

Term for those elected at the Annual Meeting will begin immediately upon election and continue for a period of three years until the Annual Meeting in 2020.

The NAMI Rhode Island Bylaws to be voted upon for adoption at the 2017 Annual Meeting follow:

NAMI Rhode Island Bylaws

ARTICLE I – Name

The name of this organization shall be NAMI Rhode Island (NAMI-RI).

ARTICLE II – Purpose

Section 1 – The purpose of this organization shall be to promote better services and care for persons with mental illness; to provide support to families and family support groups of the mentally ill; to foster research into the causes and treatment of mental illness; to improve through education the public’s understanding of the problems associated with mental illness.

Section 2 – This organization is a non-profit, volunteer organization functioning only for the purposes outlined in Section I above.

Section 3 – The territory of this organization shall be the State of Rhode Island and Providence Plantations.

ARTICLE III – Affiliation

Section 1 – This organization shall be affiliated with the National Alliance On Mental Illness, hereinafter referred to as NAMI.

Section 2 – This organization and each affiliate of it shall acknowledge that NAMI controls the use of the name, acronym, and logo of NAMI and AMI, that their uses shall be in accordance with NAMI policy, and that upon termination of affiliation with or charter by NAMI, the use of these names, acronyms, and logo shall cease.

ARTICLE IV – Membership

Section 1 Definitions

“Individual/Family Member (I/FM)” shall mean a consumer of mental health services, family member(s), or a friend of persons with mental illness. An affiliate shall be a group of five or more I/FMs which has been granted status as an affiliate of NAMI by the NAMI Board of Directors.

“Affiliate” shall mean a group of five or more I/FMs which has been granted status as an affiliate of NAMI by the NAMI Board of Directors.

“Consumer” shall mean an individual who is someone with a mental health diagnosis and is currently in treatment which is focused on their individual recovery.

Section 2. Eligibility of Individuals – Any individual who requests to become a member of this organization and who subscribes to its purposes and principles is shall be eligible for membership therein.

Section 3. Eligibility of Affiliates – All members of recognized affiliates in Rhode Island, and affiliates which have been granted affiliate status by the National Alliance On Mental Illness shall be members of this organization, provided however, that all affiliates shall include “NAMI” in their registered names. All affiliates in Rhode Island, which have been granted affiliate status by the National Alliance On Mental Illness shall be affiliates of this organization.

Section 4. Use of “NAMI” – This organization and all affiliates shall include “NAMI” in their names.

Section 5. Membership shall be contingent upon timely payment of dues.

ARTICLE V – Nondiscrimination

Neither this organization nor its member affiliates shall discriminate against any person or group of persons on the basis of race, disability, gender, gender expression, sexual orientation, religion, creed, age, or handicap in the requirements for membership, its policies, or actions.

ARTICLE VI -Board of Directors

Section 1. General Powers – The business and affairs of the Organization shall be managed by its Board of Directors, except as otherwise provided by law or the Articles of Incorporation of the Organization. The Board of Directors shall be responsible for the execution of the purposes of this organization as stated in Article II of these bylaws and in the expressed consensus of the organization’s members. It shall be the continuing responsibility of the Board of Directors to evaluate the overall function of the organization to ensure that the purposes are being adequately served.

Section 2. Board Composition – The Board of Directors shall consist of no less than fourteen (14) and no more than eighteen (18) members including a simple majority of consumers and family members who reflect geographical diversity and include leaders in the business and civic communities with at least some representatives from the areas of fund development, health care, financial management, and political advocacy.

Section 3. Term of Office

(a) Directors shall serve terms beginning at the Annual Meeting and continuing until their replacements take office.

(b) Directors’ terms will be three-year staggered terms following the initial transition year beginning July 1, 2002, and ending June 30, 2003.

(c) If for any reason a Board member is unable to complete his or her term in office, the President, with the approval of the executive committee, shall appoint a replacement to serve until the next Board of Directors meeting at which time the Board shall approve the temporary appointment, or elect another individual to serve until such time as the next following election is held.

Section 4. Attendance Requirement – Any Board member who misses three (3) consecutive meetings in the absence of a valid excuse is subject to dismissal from the Board. The President shall notify a member subject to dismissal, in writing, of the intention to exercise this section. The member subject to dismissal shall be given a reasonable time to respond, which shall be no longer than thirty (30) days, and show why such dismissal should not take place. Dismissal shall take place only upon majority vote of the Board. The President shall notify the member subject to dismissal, in writing, of the Board’s action.

Section 5. Quorum – A majority of the number of Directors fixed by Section 2 of this Article shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater or lesser number is required by law, the Organization’s Bylaws or by the Articles of Incorporation. If less than a quorum is present at a meeting, a majority of the Directors present may schedule a new meeting without further notice.

Section 6. Attendance by Telephone – Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the same time, and such participation shall constitute attendance at the meeting.

Section 7. Presumption of Assent – A Director of the Organization who is present at the meeting of the Board of Directors at which actions on any Organization matter are taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Organization immediately after the adjournment of meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 8. Resignation – A Director may resign at any time by giving written notice to the President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board, and the acceptance of the resignation shall not be necessary to make it effective. Any successors shall be appointed in accordance with the provisions of section 3(c) of this Article.

Section 9. Employment of Staff and Professional Services – The Board may employ any staff or other professionals deemed necessary for the conduct of the affairs of the organization.

Section 10. Expenses – Any expenses incurred by the Board of Directors will be the responsibility of the Director incurring the expense unless prior approval to incur the expense has been granted by the Board. A reimbursable expense will be deemed reimbursable only with a proper documentation relating to the expense and only with the prior approval of the Directors of the Organization.

ARTICLE VII – Election of Board of Directors

Section 1. Nominating Committee – The President of the Board shall appoint a Nominating Committee for the purpose of nominating members of the Board

Section 2. Nomination Process – The nominating committee shall solicit nominees meeting the criteria outlined in Article VI, Sections 1 and 2. All nominee candidates must signify, to the nominating committee, their willingness to serve as members of the Board. The committee shall post the full slate on the NAMI-RI website fourteen (14) days before the Annual Meeting.

Section 3. Election Process – The Board of Directors shall be elected by a simple majority vote of eligible members present at the Annual Meeting, in accordance with Article X of these Bylaws. In the event a nominee is rejected at the Annual Meeting, the Nominating Committee shall convene to select a new candidate, in accordance with Article VI, Sections 1 and 2, for the Director position. The President shall then designate a date for a special meeting of the members and notice shall be sent subject to Article X, Section 2 of these bylaws.

ARTICLE VIII – Officers of the Board of Directors

Section 1. Positions – The officers of the Board shall be: President, Vice President, Secretary and Treasurer. The Board may elect or appoint other officers and assistant officers as may be deemed necessary.

Section 2. Term and Succession – Officers shall be elected by the Board for a term of one year and may be reelected to the same position; provided however that The President and Vice President shall not be eligible to serve more than three (3) consecutive terms in the same office.

Section 3. Nominating and Election Process – The President of the Board shall appoint a Nominating Committee for the purpose of nominating officers of the Board. The committee shall report its slate of officers at the Board meeting that takes place immediately after the Annual Meeting. At that time, additional nominations for officers may be accepted from the Board. Election of officers shall take place following nominations. Elected officers shall take office immediately upon election. Each officer shall serve until the next succeeding annual meeting of the Board of Directors and until his successor is duly elected and qualified, or until his death or resignation or removal in the manner provided by these bylaws.

Section 4. Duties – The duties of the officers shall be as follows:

(a) President. The President shall: preside at all meetings of the membership, preside at meetings of the Board, and of the Executive Committee; appoint members to serve on all committees; and serve as an ex-officio member of all committees, except the nominating committee.

(b) Vice President. The Vice President shall perform the duties of the President in the latter’s absence; and undertake other duties as the President may direct.

(c) Secretary. The Secretary shall: keep the minutes of the Annual Meeting, Board meetings, Executive Committee meetings, and any special meetings; report the minutes in writing; keep a record of attendance; and assist the Treasurer in keeping the membership roster current. The Board of Directors may direct the employed staff of this organization to assist the Secretary in any or all of the duties of this office

(d) Treasurer. The Treasurer shall: receive and deposit all revenues of this organization, disburse all monies as the Board may direct, maintain a complete and accurate account of all funds, maintain a record of dues paid and a roster of members in good standing, and whenever required, render a written financial statement to the Board. The Board of directors may direct the employed staff of this organization to assist the Treasurer in any or all of the duties of this office

(e) Additional Officers. If any officer other than the President is unable to serve, the Board shall elect a replacement at its earliest convenience.

Section 5. Removal – Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Organization will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of any officer or agent shall not of itself create contract rights. Two-thirds of the Directors present is required for removal of an officer.

Section 6. Reimbursement of Expenses – Any payments made to an officer such as salary, commission, bonus, interest or rent, or entertainment, or travel expense incurred by him or her, which shall be disallowed in whole or in part as a valid expense of the Organization by the Internal Revenue Service or other proper taxing authority, shall be reimbursed by such officer to the Organization to the full extent of such disallowance. 

ARTICLE IX – Executive Committee

Section 1. Composition – The Executive Committee shall consist of the four (4) officers of the organization, the immediate past president, ex officio, and up to four (4) other Board members elected by vote of the Board.

Section 2. Nomination of Members – Nomination for the open elective Executive Committee positions may be submitted by any Board member at the Board meeting immediately following the Annual Meeting and at any time until the election. The election is to be held at the Board meeting subsequent to the meeting that follows the Annual Meeting.

Section 3. Duties Generally -The Executive Committee shall exercise all powers as designated by the Board and shall report all actions to the Board for approval. In the event of the need for immediate action, and provided the action to be taken is not specifically restricted to the authority of the Board under these bylaws, the Executive Committee shall have the power to act in lieu of the Board of Directors. All decisions must be reported to the Board of Directors by e-mail, and/or facsimile within seven (7) days of the occurrence of the act and shall be placed before the Board for subsequent approval at the next meeting of the Board.

ARTICLE X – Meetings

Section 1. Annual Meeting – There shall be an Annual Meeting of the membership in May of each year, or at such other time directed by the Board. Notice of the Annual Meeting shall be given in writing, e-mailed to members and posted on the NAMI-RI website at least fourteen (14) days prior to the date of the meeting. The notice shall include an agenda of items to be considered by the members. Members may continue to receive written notice by request.

Section 2. Special Meetings – Special meetings of the membership may be called by the President or by a majority of the Board. Special meetings may also be called by written petition of twenty percent (20%) of the general membership. Notice of any special meeting shall be given at least ten (10) business days previously thereto by written notice delivered personally or mailed to each member at his or her last known official address, or facsimile, or by electronic mail (e-mail). If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice is given by facsimile, such notice shall be deemed to be delivered when the facsimile is verified at the point of transmission. If notice is given by e-mail such notice shall be deemed to be delivered when the e-mail has been sent with a return receipt requested at the point of transmission. The notice of a special meeting shall include the purpose of the meeting. Any member in attendance at a meeting shall constitute a waiver of notice of such meeting, except when a he or she attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

(a) Quorum – Those members in attendance constitute a quorum, provided however that at least (6) members must be in attendance for any meeting of this organization. In no case may a proxy act or vote on behalf of a member in meetings of this organization.

Section 3. Board of Directors’ Meetings.

(a) Timing – There shall be a minimum of four (4) meetings of the Board of Directors per year, one of which shall immediately follow the Annual Meeting of the membership. Time and place for these meetings shall be agreed upon by the Board. It shall be the responsibility of the Secretary, with the authorization of the President, to notify all Board members of Board meetings and to provide them with written agendas for such meetings at least ten (10) days in advance.

(b) Special Meetings – The President may call a special meeting of the Board on his or her own initiative and must call a special meeting upon written request of twenty-five percent (25%) of the members of the Board.

(c) Quorum – In all meetings of the Board of Directors, fifty percent (50%) of the members shall constitute a quorum. A majority of those present at any Board meeting shall have power to act in all matters, except as specifically provided to the contrary elsewhere in these bylaws.    

(d) Open Meetings – Meetings of the Board shall be open except when the Board votes to meet in executive session.

Section 3. Executive Committee Meetings – The Executive Committee shall meet at the direction of the President or upon the written request of three members of the committee. In all meetings of the Executive Committee, a quorum shall consist of a majority of the Executive Committee.

Section 4. Roberts Rules of Order – All meetings of this organization shall be conducted according to Roberts’ Rules of Order, Revised.

ARTICLE XI – Committees

     Section 1. Appointment of Committee Members – The President shall appoint all committees.

     Section 2. Committee Reports – Committees shall regularly report their actions and activities to the Board.

     Section 3. Termination – Committees shall function until their business is completed, until they are dismissed by the President, or until a succeeding Board is in office.

 

ARTICLE XII – Finances

     Section 1. Assessment of Dues – Dues shall be assessed annually as determined by the

(NAMI) Board of Directors.

     Section 2. Waiver of Dues – The dues requirement/standardized dues policy of this organization (NAMI-RI) follow those set by the national (NAMI) organization.

       Section 3. Fundraising – Additional income for this organization shall be sought through conventional fund raising methods.

     Section 4. Fiscal Year – The Fiscal Year of this organization shall begin July 1 and end June 30.

     Section 5. Financial Review – The Board shall employ an independent agent to conduct a financial review of the organization’s financial records.

ARTICLE XIII – Amendments

Section 1. Submission of Amendments – Amendments to these bylaws may be submitted to the Bylaws Committee or to the President if no Bylaws Committee is established

Section 2. Approval of Amendments

     (a) Proposed amendments must be submitted in writing to the Board of Directors. A reading of any proposed amendment shall be included in the business of the next meeting of the Board for which proper notice under these bylaws can be given.

     (b) The Board must submit all proposed amendments to the membership at least fourteen (14) days before the Annual Meeting or a special meeting of the membership. At that time, the Board may also make known its recommendations on said proposed amendments.

     (c) A proposed amendment may be made part of these bylaws only on approval of two-thirds of the members present at the Annual Meeting or a special meeting of the membership. 

ARTICLE XIV – Indemnification

     Section 1. The Organization shall, except to the extent prohibited by law, indemnify any director or officer who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Organization) by reason of the fact that he or she is or was a director or an officer, employee or agent of the Foundation, or is or was serving at the request of the Organization as an officer, employee or agent of any entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Organization; and, with respect to any criminal action or proceedings, he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Organization, or, with respect to any criminal action or proceeding, had reasonable cause to believe that this conduct was unlawful.

     Section 2. The Organization shall, except to the extent prohibited by law, indemnify any director or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Organization to procure a judgment in its favor by reason of the fact that he or she was a director or an officer, employee or agent of the Organization, or is or was serving at the request of the Organization as an officer, employee or agent of any other entity against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Organization, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Organization unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such court shall deem proper.

     Section 3. To the extent that a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 and 2 hereof, or in defense of any claim, issue or matter herein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

      Section 4. No director, officer, employee or agent may be indemnified by the Organization until and unless the Board of Directors determines by majority vote of a quorum, consisting of directors not at the time parties to the proceeding, that the director, officer, employee or agent has met the standard of conduct set forth in this Article. If such a quorum cannot be obtained, then a majority vote of a committee of the board, duly designated to act in the matter by a majority vote of the full board (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding may determine whether the director, officer, employee or agent is entitled to indemnification by the corporation. If the required quorum of the full board cannot be obtained for the vote and a committee cannot be established, by a majority vote of the full board (in which selection directors who are parties may participate), then the Board or a committee of the board may select a special legal counsel to determine whether indemnification by the corporation is authorized under these bylaws.

     Section 5. Reasonable expenses incurred by a director or officer in defending any civil or criminal action, suit or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding upon receipt of a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and any undertaking by or on behalf of such director of officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Organization as authorized in this Article, so long as the Board of Directors is reasonably satisfied as to the director’s or officer’s ability to repay.

     Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may otherwise be entitled.

     Section 7. Any indemnification of, or advance of expenses to, a director in accordance with these bylaws, if arising out of a proceeding by or in the right of the Association, must be reported in writing to the members with or before the notice of the next annual membership meeting.

     Section 8. The Foundation may purchase and maintain insurance as directed by the Board of Directors with such limits of coverage as may be required by it, on behalf of any person who is or was a director, officer, employee or agent of the Organization, or is or was serving at the request of the Organization as an officer, employee, agent of any other entity, against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Organization would have the power to indemnify him or her against such liability under the provisions of this Article.

     Section 9. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided, when authorized or ratified, continue as to any person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of any such person.

     Section 10. The provisions of this Article are included in the By-laws notwithstanding the provisions of Rhode Island General Laws, Section 7-6-9, but are not meant to deny to any person the benefit of any such statute limiting the liability of directors or officers under certain circumstances.

 

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